BYLAWS OF AMERICAN BAPTIST CHURCHES OF OHIO Introductory Note: The format of the Bylaws is designed to symbolize their correlation with the Region s Constitution and provides for the possibility of one or more standing rules for each Article of the Constitution: 1 of the Bylaws corresponds to Article I of the Constitution, 2 to Article II, etc. Where the word reserved appears in the text of the Bylaws it means that no standing rule is currently called for regarding that section of the Constitution. The number position for a rule is simply being reserved for possible future use. 1.1 (Reserved) 1.2 (Reserved) RULE 1: NAME AND AFFILIATION 1.2.1 The American Baptist Churches of Ohio (hereinafter known as the Region) shall pledge itself to promote the unity and efficiency of the denomination in its efforts for the evangelism of the world, to support the work of American Baptist Churches in the USA (hereinafter known as ABC/USA), to consult with the General Secretary on the credentials of its Executive Minister prior to the selection of such officer, and to submit its budget annually to the Board of General Ministries. 1.2.2 The relationship with ABC/USA shall be recorded in the Covenant of Relationships and the related Statements of Agreement (Appendix A), one of which shall be the Common Budget Covenant (Appendix B). The Board of Regional Ministries (hereinafter known as The Board) shall adopt, periodically review, and may amend the Covenant of Relationships and Statement of Agreements. RULE 2: PURPOSE STATEMENT (Reserved) 3.1 (Reserved) RULE 3: CONSTITUENCY
3.2 (Reserved) 3.2.1 A church shall be received into the Region and ABC/USA by recommendation of the association to which it has applied and been duly approved and by the vote of affirmation of the Board. Each association shall implement its own requirements regarding acceptance of a church into the fellowship of its member churches with counsel from the Region s professional staff and with reference to ABC/USA Common Criteria for a Cooperating Church (Appendix C) and ABC/OH s Common Criteria for an Affiliating Church (Appendix D). 3.2.2 A church shall be removed from the Region and ABC/USA by recommendation of the association to which it has applied and been duly approved and by the vote of removal of the Board. Each association shall implement its own requirements regarding acceptance of a church into the fellowship of its member churches with counsel from the Region s professional staff and with reference to ABC/USA Common Criteria for a Cooperating Church (Appendix C) and ABC/OH s Common Criteria for an Affiliating Church (Appendix D). 3.3 (Reserved) RULE 4: OFFICERS 4.1.1 The President shall be the chief elected corporate officer and shall preside at all meetings of the Region, the Board of Regional Ministries, and the Executive Committee. The President shall see that the policies and actions of the Board are implemented by the Executive Minister. The President shall report to the Region and the Board on the condition of the affairs of the Region. The President shall be an ex officio member of all committees, ministry teams, and task groups except the Nominating Committee. An annual report shall be compiled and published in a timely manner by the President. 4.1.2 The Vice-President shall assume the duties of the President when the President is absent. The Vice-President shall hold responsibility for informally reviewing the Bylaws annually (When needed the vicepresident shall be a member of a bylaw review committee.), monitoring the Region s Goals and Objectives, and shall have powers and be charged with such duties as the Board or as the President may delegate. ABC/Ohio Bylaws Amended September 27, 2014 Page 2
4.1.3 The immediate Past President shall serve on the Board and shall provide continuity within the Region. 4.1.4 The Secretary shall have the responsibility for maintaining the official non-financial records of the Region, the Board, and its Executive Committee, and shall perform all other duties usually pertaining to such office. 4.1.5 The Treasurer, under the direction of the Board, shall review the financial affairs of the Region. The Treasurer shall see that accurate records are kept of the funds of the Region and shall present a written financial report at each annual meeting, shall be a member of the Region Finance Committee, and to the Board of Regional Ministries at such times as the Board may direct. The Treasurer shall give bond satisfactory to the Board. 4.1.6 All officers of ABC/OH shall be members of ABC/USA Cooperating Churches (See Appendix C) and ABC/OH Participating Churches (See Appendix D). 4.2 (Reserved) 4.3 (Reserved) RULE 5: BOARD OF REGIONAL MINISTRIES 5.1.1 (Reserved) 5.1.2 (Reserved) 5.1.3 (Reserved) 5.2 (Reserved) 5.2.1 (Reserved) 5.2.2 (Reserved) 5.3 All members of the Board shall be a member of good standing in a ABC/OH Participating Church (Appendix D). 5.4 (Reserved) 5.5 (Reserved) 5.6 (Reserved) ABC/Ohio Bylaws Amended September 27, 2014 Page 3
5.7 (Reserved) 5.8 (Reserved) 5.9 The Bylaws of the Region may be amended or revised by a twothirds vote of the members of the Board present at any duly called meeting of the Board. The only exception to this has to do with provisions of the Bylaws relating to the Region's affiliation and relationship with ABC/USA. In such cases, the amendment or revision must be recommended by the Executive Committee and a copy of any proposed amendment or revision must be sent to all members of the Board at least two weeks prior to the meeting. The vote then requires a two-thirds majority of Board members belonging to churches affiliated with ABC/USA. 5.10 There shall be an Executive committee of the Board empowered to act on behalf of the Board between meetings in all matters except where such action is contrary to established Board policy. The Committee shall be accountable to the Board, and all actions shall be reported to the Board at its next meeting. 5.10.1 The Executive Committee shall be composed of the following: five Officers, the Executive Minister, and three Board members. The three Board Members shall be elected by the Board annually. 5.10.2 Except when in Executive Session, which may be called by the President, the Executive Minister, or requested by the Executive Committee, the Professional staff shall attend meetings of the Executive Committee. Their role shall be that of resource. 5.10.3 The Executive Committee shall meet at least two times a year or at the call of the President or the Executive Minister. 5.10.4 A majority of the Executive Committee shall constitute a quorum. 5.10.5 The Executive Committee shall evaluate the work of the Executive Minister every four (4) years in consultation with the General Secretary, ABC/USA. The Committee shall make a report to the Board on the job performance of the Executive Minister. 5.10.6 The Constitution and Bylaws shall be reviewed every five years by a committee appointed by the Executive Committee for that purpose. 5.10.7 The Executive Committee shall appoint a parliamentarian from the Board to interpret the Constitution and Bylaws. ABC/Ohio Bylaws Amended September 27, 2014 Page 4
5.10.8 The Executive Committee may function as the Personnel Committee. 5.11 The Board, in consultation with the President and Executive Minister, may appoint standing committees, committees, ministry teams, and task forces as needed to accomplish its goals. Any group requiring funding must have its funding approved by the Region Board. Task forces shall be appointed for specific tasks and for specific periods of time and then disbanded. 5.12 (Reserved) 5.13 The Board shall hire through written ballet the Executive Minister with two-thirds majority, with consultation of the Office of General Secretary or its representative. 5.13.1 The Board shall appoint a Search Committee to recommend a qualified person to fill the office of the Executive Minister when a vacancy occurs. The Committee shall be comprised of a Past President, five members-at-large elected by the Board, and the President. The Past President shall convene the committee which shall elect its own chairperson. The presidents of the auxiliary organizations may serve as non-voting ex officio members. The credentials of all persons to be considered for the office of Executive Minister shall be approved by the General Secretary of ABC/USA. The personnel of the Search Committee as originally comprised shall continue as members of the Committee until the office of Executive Minister has been filled. 5.13.2 The Search Committee will make a recommendation for an Interim Executive Minister to the Board. 5.13.3 All Search Committee members for Executive Minister and staff must be members of an ABC/USA Cooperating Church (Appendix??) and members of an ABC/OH Participating Church (Appendix??). 5.14 (Reserved) 5.15 (Reserved) 5.16 (Reserved) 5.17 In order to optimize effective participation of Board members as well as be good stewards of the Region s funds, it is expected that all Board members will attend all meetings of the Board and respective committees and teams to which they have been assigned, unless prevented ABC/Ohio Bylaws Amended September 27, 2014 Page 5
by unavoidable reasons. Inability to attend such meetings should be communicated as far as in advance as possible before the scheduled date of the meeting. All Board members are expected to arrive at all meetings on time, and remain until adjournment of each meeting (unless early departure is necessary due to unforeseen circumstances). A position will be considered vacant after three (3) consecutive, unexcused absences. Authority to grant excuses shall be vested in the Executive Minister. 5.18 (Reserved) RULE 6: PROFESSIONAL STAFF 6.1 In addition to the duties defined in the Constitution, the Executive Minister shall be responsible for relating the ministry and mission of the Region to ABC/USA and the ministry and mission of ABC/USA to the Region; shall represent the Region on the National Leadership Council and such other boards and committees as may be requested (within the limitation of time and responsibility for the total ministry of the Region) and shall serve as chief negotiator between the Region and ABC/USA in matters of mutual concern and contract, such as finances and program commitments. In exercising these responsibilities, the Executive Minister shall always be subject to the policies and priorities established by the Region through the Board. 6.2 It shall be the responsibility of the Executive Minister and the professional staff to assist and undergird local churches and associations in the fulfillment of their ministries, relating them to the work and mission of the Region and the world mission of ABC/USA. Responsibilities also include the pastoral needs of the Region's professional church leadership. 6.2.1 The Executive Minister shall be assisted in his/her pastoral responsibilities by the Regional Ministers. 6.2.2 The Regional Ministers shall be assisted in their duties of caring for and resourcing pastors and churches by the Associate Regional Ministers (ARMs). ARMs are volunteers who are trained and commissioned for their various ministries. 6.2.3 The Executive Minister shall contract with venders and contractors for other regional responsibilities and needs (i.e. website, printing, finances) in coordination with the Board. 6.3 The Regional Ministers shall submit an annual written report in December to the Executive Minister. ABC/Ohio Bylaws Amended September 27, 2014 Page 6
RULE 7: REGIONAL MEETINGS 7.1 A voting delegate is defined according to the constitution Article 3 section 3 for the Regional Meetings. Only these delegates may vote in the meeting. Only voting delegates from ABC/USA affiliated churches may vote on matters concerning the Region s affiliation and relationship with ABC/USA. 7.1.1 All persons who attend the Regional Meeting must register as delegates or as visitors except when invited as a special guest through the office of the Executive Minister, or providing that particular portions of the program are open sessions. Voting delegates shall submit registration forms duly authorized by the church, association, or organization they represent. 7.1.2 Minutes of a Regional Meeting and of special meetings of the Region shall be referred to the Board for approval, subject to correction at the next meeting of the Board. 7.1.3 A Regional Minister or an Executive Minister s appointee shall be assigned to plan the Regional Meeting. 7.1.4 (Reserved) 7.1.5 The Nominating Committee shall consist of five members with a three year term and shall be appointed by the Board. The Nominating committee is charged with the responsibility of finding and providing names of those who will serve on the Region Board as both members and officers and of offering a list of names to be used for Ministry Teams, Committees, and Task Forces. 7.1.5.1 The length of the Nominating Committee member term will be three years with a limit of two consecutive terms; there shall be a minimum one-year break before being eligible to serve on the Committee again. The Committee will initially be staggered on their first term length. 7.1.5.2 The same qualifications and matrix will be used for selecting Nominating Committee members as is used for the Region Board. That matrix is Giftedness, Location (Geography), Financial Expertise, Legal Expertise, Theological Training, Occupation, Education, Connectional Relationships, Gender and Ethnicity. 7.1.5.3 The chair of the Nominating Committee will be appointed by the Region Board out of the committee. ABC/Ohio Bylaws Amended September 27, 2014 Page 7
7.1.5.4 The Executive Minister of ABC/OH or his/her designee shall serve as a voting ex-officio member of the Nominating Committee; this position will create a bridge connecting the Nominating Committee to the Region Board. 7.1.5.5 In the event that a vacancy occurs on the Nominating Committee during the course of an unexpired term, the Regional Board shall have the authority to find an alternate person to fill the vacancy for the balance of the term, following the guidelines in 7.1.5.6 The alternate s term shall be limited to that of the person he/she succeeds. Fulfillment of an unexpired term shall count as a full term with regards to re-election. 7.2 No written document such as a resolution or statement of concern shall be introduced at a Regional Meeting session unless permission is first granted by the delegates in business session and submitted to the Board at the Board meeting before the Regional Meeting. Permission requires a two-thirds vote in favor. A statement of concern shall not be acted on by delegates but may be presented at a Regional Meeting session by the Board. 7.3 (Reserved) RULE 8: FINANCES 8.1.1 Real property held by the Region shall be entrusted to the Baptist Foundation Inc., and shall be subject to its Constitution and Code of Regulations. 8.1.2 The Region shall cooperate with ABC/USA in the collection of mission contributions for the denomination in the Region. 8.1.3 The Board shall be responsible for the Region s financial assets, and shall make an annual report to the Region. 8.1.4 The Finance Committee shall be responsible for developing, implementing and maintaining an annual budget, an investment strategy and policy that will satisfy the financial needs of the Region. The Finance Committee will be made up of current board members as well as professionals from the investment community. These professionals shall represent the diversity of the Region and will serve in an advisory capacity of those seated Board Members. The Finance Committee is accountable to the Board and its officers. ABC/Ohio Bylaws Amended September 27, 2014 Page 8
8.2 (Reserved) 8.3 (Reserved) 8.4 (Reserved) 8.5 (Reserved) RULE 9: AUXILIARY ORGANIZATIONS 9.1 A group shall submit a written request to the President of the Board to apply to become a recognized auxiliary organization. Such requests shall include the organization s statement of purpose, a current budget, and plans to carry out the common criteria for a region auxiliary (rule 9.1.1). The Board shall approve or deny the request. 9.1.1 The common criteria for a region auxiliary are as follows: a. Publicize a purpose statement compatible with the purpose statement of ABC/USA (Appendix E). b. Support the Region s mission, help promote the Region s goals, and educate the auxiliary s constituency about American Baptist auxiliary organizations. c. Participate regularly in the programs and ministries of the Region and its member associations. d. Use Region program resources appropriate for the auxiliary s needs and offer auxiliary resources to the Region for the good of its constituency. e. Provide timely reports to the Region Board. f. Enhance the relationship of the auxiliary s members with the Region and ABC/USA. 9.1.2 Each organization shall submit a written annual report of program and financial report to the Board. 9.1.3 The Executive Committee shall review the status of each auxiliary organization at least every three years relative to 9.1.1 and 9.1.2 it will then be the recommendation of the Executive Committee to the Board to renew or deny the auxiliary organization status from the organization. RULE 10: DISSOLUTION OF ORGANIZATION (Reserved) ABC/Ohio Bylaws Amended September 27, 2014 Page 9
RULE 11: PARLIAMENTARY AUTHORITY (Reserved) RULE 12: AMENDMENTS (Reserved) ABC/Ohio Bylaws Amended September 27, 2014 Page 10